First off, this film has no story. It's obvious there were a lot of rewrites during production -- sometimes characters reference a timeline that is impossible, and this is probably because the timeline of the entire story was never known to anyone on the set.<br /><br />That said, the film is kinda brilliant. Pfeiffer is amazing -- and I mean amazing, as Catwoman; she nails the character's inherent sexy darkness and good/bad tendencies. Walken is Walken -- but even more nasty than usual. Devito is not true to the comic book when it comes to Penguin, but he is good and memorable. <br /><br />Keaton is underrated as Batman. <br /><br />And the music and style are pure cinema thrill. True, the 3rd act doesn't work. But the final 2 scenes are knockouts, and it's clear Pfeiffer and Keaton were meant to be in a trilogy that got derailed by this film's kinky darkness. That's too bad, because Pfieffer and Keaton had classic chemistry, and had they acted in a third installment, Joel you know who might not have gotten the chance to destroy Batman for an entire generation of movie fans.